Common use of Securitizations Clause in Contracts

Securitizations. Except as, in each case, would not reasonably be expected to have a Material Adverse Effect: (a) Section 4.26(a) of the Company Disclosure Schedule lists all Securitization Transactions with related outstanding debt (by tranche or class, if applicable, for each such transaction) or contingent obligations, and any applicable ratings and ratings actions (including any “shadow ratings,” “negative watch” status, evidence of any recently confirmed ratings and/or downgrades or knowledge of the Company that an applicable ratings agency is considering the same). (b) The Company has made available to Parent all Securitization Instruments for the transactions referenced in Section 4.26(a) (including any derivatives Contracts (i.e., swaps, ▇▇▇▇▇▇ or other derivatives), deposit account control agreements, sale and purchase agreements, repurchase agreements, credit enhancement and intercreditor agreements) and Section 4.26(b) of the Company Disclosure Schedule lists any post-closing events or actions in connection with such Securitization Instruments that, if not satisfied or complied with, would reasonably be expected to have a Material Adverse Effect. The Company has made available true, correct and complete copies of each such Securitization Instrument to Parent (to the extent not otherwise publicly available). (c) All Securitization Instruments (i) are legal, valid and binding obligations and (ii) are in full force and effect and enforceable in accordance with their terms against the Company and/or its subsidiaries party thereto (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors’ rights generally, or, as to enforceability, by general principles of equity). The Company and its subsidiaries are in compliance with the terms of each Securitization Instrument (including with respect to any such party’s role as Servicer or performance guarantor). No event, condition or omission has occurred and is continuing that would constitute a breach, violation or default (whether by lapse of time or notice or both), rapid amortization event, funding termination event, cash accumulation event, event of default or servicer event of default (whether by lapse of time or notice or both), in each case, under any Securitization Instrument. The Company has not received any notice or communication in writing from any person asserting (x) any event described in the preceding sentence, or (z) that any provision of a Securitization Instrument is not effective or is not a legally valid, binding and enforceable obligation of any party thereto (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors’ rights generally, or, as to enforceability, by general principles of equity). (d) There is no Proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries or affiliates in respect of any Securitization Transaction.

Securitizations. Except as(a) Each of the Target Companies, in each case, would not reasonably be expected to have the extent that it is a Material Adverse Effect: servicer of any Securitization Transaction (ain such a capacity, a “Securitization Servicer”) Section 4.26(a) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Company Disclosure Schedule lists Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Transactions with related outstanding debt (by tranche or class, if applicable, for each such transaction) or contingent obligations, and any applicable ratings and ratings actions (including any “shadow ratings,” “negative watch” status, evidence of any recently confirmed ratings and/or downgrades or knowledge Instruments. Each of the Company Target Companies, in each case, to the extent that an applicable ratings agency it is considering a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the same)Securitization Instruments. To Parent’s Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) The Company Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made available or caused to Parent be made all Securitization Instruments for the transactions referenced in Section 4.26(a) (including material filings required to be made by it with any derivatives Contracts (i.e., swaps, ▇▇▇▇▇▇ or other derivatives), deposit account control agreements, sale and purchase agreements, repurchase agreements, credit enhancement and intercreditor agreements) and Section 4.26(b) of the Company Disclosure Schedule lists any post-closing events or actions Government Authority under applicable Law in connection with such any Securitization Instruments thatTransaction, if not satisfied or complied with, would reasonably be expected to have a Material Adverse Effect. The Company has made available true, correct and complete copies of each such filing complied in all material respects with the requirements of applicable Law. There are no pending or, to Parent’s Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Instrument Transaction, any untrue statement of a material fact or omitted to Parent (state any material fact required to be stated therein or necessary to make the extent statements therein, in light of the circumstances under which they were made, not otherwise publicly available)misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction. (c) All No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, 42 and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in connection with any issued securities; provided, however, that for the purposes of this representation, none of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Transaction. (e) Section 3.19(e) of Parent’s Disclosure Letter lists all of the Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereof, (i) are legalno material claim has been made since January 1, valid and binding obligations 2009 pursuant to an indemnification obligation, and (ii) are in full force and effect and enforceable in accordance with their terms against the Company and/or its subsidiaries party thereto (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors’ rights generally, or, as to enforceability, by general principles of equity). The Company and its subsidiaries are in compliance with the terms of each Securitization Instrument (including with respect to any such party’s role as Servicer or performance guarantor). No event, condition or omission no event has occurred and is continuing that would constitute a breach, violation (with or default (whether by without notice or lapse of time or notice or both), rapid amortization event, funding termination event, cash accumulation event, event of default or servicer event of default (whether by lapse of time or notice or both)time) would be reasonably likely to result in any material indemnification obligation, in each either case, under of any Target Company, any Securitization Instrument. The Company Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent’s Knowledge, no party to a Securitization Transaction has not received any notice validly exercised a right to cause a repurchase, buyback or communication in writing from any person asserting replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (xi) any event described exercised for administrative purposes in the preceding sentence, ordinary course of business or (zii) that any provision pursuant to the terms and conditions of a Securitization Instrument is not effective or is not a legally valid, binding with respect to delinquencies and enforceable obligation of any party thereto (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors’ rights generally, or, as to enforceability, by general principles of equity)defaulted Contracts. (di) There is no Proceeding pending orParent has made available to Purchaser a complete copy of all material credit, to the knowledge underwriting or collection policies of the Company, threatened against the Company or any of its subsidiaries or affiliates in respect of any each Securitization TransactionOriginator and Securitization Servicer.

Securitizations. Except as, in each case, would not reasonably be expected to have a Material Adverse Effect: (ai) Section 4.26(a4(p)(i) of the Company Disclosure Schedule lists sets forth a true and correct list of securitization transactions for which Seller (or one or more Subsidiaries included within "Seller" as that term is defined herein) (the "Securitization Transactions") is currently acting as one or more of "servicer" or "master servicer," together with a true and correct list of all Securitization Transactions sale and servicing agreements, indentures of trust, insurance contracts, undertakings with related outstanding debt (by tranche or classrating agencies, if applicable, for each such transaction) or contingent obligationssub-servicing agreements, and any applicable ratings and ratings actions (including any “shadow ratings,” “negative watch” status, evidence other contract of any recently confirmed ratings and/or downgrades type or knowledge description relating to such Securitization Transactions (all of the Company that an applicable ratings agency is considering foregoing referred to herein as the same). (b) The Company has made available to Parent all "Securitization Instruments for the transactions referenced in Section 4.26(a) (including any derivatives Contracts (i.e., swaps, ▇▇▇▇▇▇ or other derivatives), deposit account control agreements, sale and purchase agreements, repurchase agreements, credit enhancement and intercreditor agreementsAgreements") and Section 4.26(b) of Seller has furnished to the Company Disclosure Schedule lists any post-closing events or actions in connection with such Securitization Instruments that, if not satisfied or complied with, would reasonably be expected to have a Material Adverse Effect. The Company has made available Buyer true, correct and complete copies of each all Securitization Agreements, and there are no agreements, written or oral, that modify or amend any of such Securitization Instrument to Parent (to Agreements, except as disclosed in Section 4(p)(i) of the extent not otherwise publicly available)Disclosure Schedule and except for notifications for change of address. (cii) All Each of the Securitization Instruments (i) are legal, Agreements is a valid and binding obligations agreement of the Seller and (ii) are in full force and effect and is enforceable by Seller against the other parties thereto in accordance with their terms against the Company and/or its subsidiaries party thereto (terms, except to the extent that enforceability as such enforcement may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar Laws relating to or other laws affecting creditors’ ' rights generallygenerally from time to time in effect and subject to general equity principles. (iii) The Seller has the right under the Securitization Agreements, orsubject only to the consents, notices, and other requirements contemplated therein, to transfer and assign all of its rights thereunder to the Buyer, including without limitation, the right to re-purchase any assets pursuant to the Securitization Agreement. Subject to the giving of notice to, and Seller's receipt of any consents from third parties, as well as the agreement of Buyer and the Buyer Affiliates to enforceabilitybe bound and obligated and Buyer and the Buyer Affiliates meeting any requirements with respect to successor entities set forth therein, as may be required by general principles the Securitization Agreements, the execution, delivery and performance of equity). this Agreement, and the transfer and assignment by Seller of its rights under each Securitization Agreement pursuant hereto will not constitute a breach of any Securitization Agreement and will vest Buyer with good and marketable title to the rights of Seller thereunder, free and clear of any liens or claims. (iv) The Company and its subsidiaries are Seller has complied in compliance all respects with the terms of each the Securitization Instrument (including with respect Agreements, and all reports delivered by Seller in its capacity as "servicer" pursuant to the terms of any such party’s role as Servicer or performance guarantor)Securitization Agreement are true, correct and complete in all material respects. No eventevent of default, condition or omission event that would result in an event of default, has occurred and is continuing that would constitute give rise to a breach, violation or default (whether by lapse right of time or notice or both), rapid amortization event, funding termination event, cash accumulation event, event of default or servicer event of default (whether by lapse of time or notice or both), in each case, under another party thereto to terminate any Securitization Instrument. The Company Agreement or Seller's rights as "servicer" or "master servicer" thereunder, and Seller has not received any notice or communication of such termination. (v) Each Lease sold and currently held in writing from any person asserting (x) any event described connection with a Securitization Transaction complied at the time of sale in all respects with the representations set forth in the preceding sentenceSecuritization Agreements, or (z) that any provision of a Securitization Instrument is not effective or is not a legally valid, binding and enforceable obligation of any party thereto (except to the extent that enforceability may be limited by applicable bankruptcySeller was obligated to repurchase or substitute Leases in connection with a Securitization Transaction, insolvencyall such repurchases or substitutions have complied with the terms of the Securtization Agreements pursuant to which they were made, reorganization, moratorium or similar Laws relating to or affecting creditors’ rights generally, orand Seller, as of the date hereof, and as of the Closing Date, has no outstanding obligation to enforceability, by general principles of equity)repurchase any such Lease. (dvi) There is no Proceeding pending orOn the Closing Date, all representations and warranties, other than those relating to Buyer or the knowledge Buyer Affiliates or solely under the control of Buyer and the Buyer Affiliates, required to be made pursuant to Section 6.2 and Section 7.2 of the Companyrespective Contribution and Servicing Agreements set forth in section 4(p)(i) of the Disclosure Schedule, threatened against the Company or any of its subsidiaries or affiliates in respect of any Securitization Transactionshall be true and correct.

Securitizations. Except as, in each case, would not reasonably be expected to have a Material Adverse Effect: (a) Section 4.26(a) From the Effective Date through the termination of the Company Disclosure Schedule lists all Securitization Transactions with related outstanding debt (by tranche or classthis Loan Agreement, if applicable, for each such transaction) or contingent obligations, WestLB Panmure Securities Inc. and any applicable ratings Affiliate thereof will have the right of first refusal to act as sole manager or sole placement agent for all Securitizations; provided, however, that such right shall cease to exist if Panmure and ratings actions (including any “shadow ratings,” “negative watch” status, evidence each Affiliate thereof shall have ceased to transact business in the placement of any recently confirmed ratings and/or downgrades or knowledge of the Company that an applicable ratings agency is considering the same)asset-backed securities. (b) The Company has made available Borrower and TFC hereby acknowledge and agree that any proceeds received by any of their respective Affiliates from any Securitization shall be used to Parent all Securitization Instruments for repay Advances then outstanding and other outstanding Secured Obligations under this Loan Agreement, the transactions referenced in Section 4.26(a) (including Note or any derivatives Contracts (i.e., swaps, ▇▇▇▇▇▇ or other derivatives), deposit account control agreements, sale and purchase agreements, repurchase agreements, credit enhancement and intercreditor agreements) and Section 4.26(b) of the Company Disclosure Schedule lists any post-closing events or actions in connection with such Securitization Instruments that, if not satisfied or complied with, would reasonably be expected to have a Material Adverse Effect. The Company has made available true, correct and complete copies of each such Securitization Instrument to Parent (to the extent not otherwise publicly available)Loan Document. (c) All Securitization Instruments (i) are legalWith respect to each Securitization, valid the Borrower and binding obligations and (ii) are in full force and effect and enforceable in accordance with their terms against TFC hereby agree to pay Panmure or the Company and/or its subsidiaries party thereto (except to applicable Affiliate thereof the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws fee relating to or affecting creditors’ rights generally, or, such Securitization as to enforceability, by general principles of equity). The Company and its subsidiaries are in compliance with the terms of each Securitization Instrument (including with respect to any such party’s role as Servicer or performance guarantor). No event, condition or omission has occurred and is continuing that would constitute a breach, violation or default (whether by lapse of time or notice or both), rapid amortization event, funding termination event, cash accumulation event, event of default or servicer event of default (whether by lapse of time or notice or both), in each case, under any Securitization Instrument. The Company has not received any notice or communication in writing from any person asserting (x) any event described set forth in the preceding sentence, or (z) that any provision of a Securitization Instrument is not effective or is not a legally valid, binding and enforceable obligation of any party thereto (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors’ rights generally, or, as to enforceability, by general principles of equity)Engagement Letter. (d) There is no Proceeding pending or, Notwithstanding anything to the knowledge of the Companycontrary contained herein, threatened against the Company nothing set forth in this Section 7.03 is intended to be nor does it constitute a commitment or obligation by Panmure or any of its subsidiaries Affiliates to act as an underwriter, manager or affiliates placement agent in connection with any offering or sale of securities or to arrange any financing by TFC, the Borrower or any of their respective Affiliates; and no liability or obligation on the part of Panmure or any of its Affiliates to proceed with or participate in an offering of securities or arrangement of financing by TFC, the Borrower or any of their respective Affiliates shall be created or exist unless or until Panmure or any of its Affiliates, as the case may be, has executed and delivered a purchase agreement, placement agency agreement or similar agreement containing Panmure's or such Affiliate's customary provisions (including provisions with respect of any Securitization Transactionto indemnification and contribution) and then only in accordance with the terms and conditions set forth therein.

Securitizations. Except as(i) Schedule 4(n)(i) sets forth a true and correct list of securitization transactions for which Seller (or one or more Subsidiaries included within "Seller" as that term is defined herein) (the "SECURITIZATION TRANSACTIONS") is currently acting as one or more of "servicer" or "master servicer," together with a true and correct list of all sale and servicing agreements, in each caseindentures of trust, would not reasonably be expected to have a Material Adverse Effect: (a) Section 4.26(a) of the Company Disclosure Schedule lists all Securitization Transactions insurance contracts, undertakings with related outstanding debt (by tranche or classrating agencies, if applicable, for each such transaction) or contingent obligationssub-servicing agreements, and any applicable ratings and ratings actions (including any “shadow ratings,” “negative watch” status, evidence other contract of any recently confirmed ratings and/or downgrades type or knowledge description relating to such Securitization Transactions (all of the Company that an applicable ratings agency is considering foregoing referred to herein as the same). (b) The Company has made available to Parent all Securitization Instruments for the transactions referenced in Section 4.26(a) (including any derivatives Contracts (i.e., swaps, ▇▇▇▇▇▇ or other derivatives), deposit account control agreements, sale and purchase agreements, repurchase agreements, credit enhancement and intercreditor agreements"SECURITIZATION AGREEMENTS") and Section 4.26(b) of Seller has furnished to the Company Disclosure Schedule lists any post-closing events or actions in connection with such Securitization Instruments that, if not satisfied or complied with, would reasonably be expected to have a Material Adverse Effect. The Company has made available Buyer true, correct and complete copies of each all Securitization Agreements, and there are no agreements, written or oral, that modify or amend any of such Securitization Instrument to Parent (to the extent not otherwise publicly available)Agreements, except as disclosed on Schedule 4(n)(i) and except for notifications for change of address. (cii) All Each of the Securitization Instruments (i) are legal, Agreements is a valid and binding obligations agreement of the Seller and (ii) are in full force and effect and is enforceable by Seller against the other parties thereto in accordance with their terms against the Company and/or its subsidiaries party thereto (terms, except to the extent that enforceability as such enforcement may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar Laws relating to or other laws affecting creditors’ ' rights generallygenerally from time-to-time in effect and subject to general equity principles. (iii) The Seller has the right under the Securitization Agreements, orsubject only to the consents, notices, and other requirements contemplated therein, to transfer and assign all of its rights thereunder to the Buyer, including without limitation, the right to re-purchase any assets pursuant to the Securitization Agreement. Subject to the giving of notice to, and Seller's receipt of any consents from third parties, as well as the agreement of Buyer and the Buyer Affiliates to enforceabilitybe bound and obligated and Buyer and the Buyer Affiliates meeting any requirements with respect to successor entities set forth therein, as may be required by general principles the Securitization Agreements, the execution, delivery and performance of equity). this Agreement, and the transfer and assignment by Seller of its rights under each Securitization Agreement pursuant hereto will not constitute a breach of any Securitization Agreement and will vest Buyer with good and marketable title to the rights of Seller thereunder, free and clear of any liens or claims. (iv) The Company and its subsidiaries are Seller has complied in compliance all respects with the terms of each the Securitization Instrument (including with respect Agreements, and all reports delivered by Seller in its capacity as "servicer" pursuant to the terms of any such party’s role as Servicer or performance guarantor)Securitization Agreement are true, correct and complete in all material respects. No eventevent of default, condition or omission has occurred and is continuing event that would constitute a breach, violation or default (whether by lapse of time or notice or both), rapid amortization event, funding termination event, cash accumulation event, result in an event of default or servicer event which has not been cured, has occurred that would give rise to a right of default (whether by lapse of time or notice or both), in each case, under another party thereto to terminate any Securitization Instrument. The Company Agreement or Seller's rights as "servicer" or "master servicer" thereunder, and Seller has not received any notice or communication of such termination. (v) Each Lease sold and currently held in writing from any person asserting (x) any event described connection with a Securitization Transaction complied at the time of sale in all respects with the representations set forth in the preceding sentenceSecuritization Agreements, or (z) that any provision of a Securitization Instrument is not effective or is not a legally valid, binding and enforceable obligation of any party thereto (except to the extent that enforceability may be limited by applicable bankruptcySeller was obligated to repurchase or substitute Leases in connection with a Securitization Transaction, insolvencyall such repurchases or substitutions have complied with the terms of the Securtization Agreements pursuant to which they were made, reorganization, moratorium or similar Laws relating to or affecting creditors’ rights generally, orand Seller, as of the date hereof, and as of the Closing Date, has no outstanding obligation to enforceability, by general principles of equity)repurchase any such Lease. (dvi) There is no Proceeding pending orOn the Closing Date, all representations and warranties, other than those relating to Buyer or the knowledge Buyer Affiliates or solely under the control of Buyer and the Buyer Affiliates, required to be made pursuant to Section 2 of the Companyrespective Sales and Servicing Agreements set forth on Schedule 4(n)(i), threatened against the Company or any of its subsidiaries or affiliates in respect of any Securitization Transactionshall be true and correct.

Securitizations. Except as, in each case, would not reasonably be expected to have a Material Adverse Effect: (a) Section 4.26(a) From the Effective Date through the termination of the Company Disclosure Schedule lists all Securitization Transactions with related outstanding debt (by tranche or classthis Loan Agreement, if applicable, for each such transaction) or contingent obligations, WestLB Panmure Securities Inc. and any applicable ratings Affiliate thereof will have the right of first refusal to act as sole manager or sole placement agent for all Securitizations; provided, however, that such right shall cease to exist if -------- ------- Panmure and ratings actions (including any “shadow ratings,” “negative watch” status, evidence each Affiliate thereof shall have ceased to transact business in the placement of any recently confirmed ratings and/or downgrades or knowledge of the Company that an applicable ratings agency is considering the same)asset-backed securities. (b) The Company has made available Borrower and TFC hereby acknowledge and agree that any proceeds received by any of their respective Affiliates from any Securitization shall be used to Parent all Securitization Instruments for repay Advances then outstanding and other outstanding Secured Obligations under this Loan Agreement, the transactions referenced in Section 4.26(a) (including Note or any derivatives Contracts (i.e., swaps, ▇▇▇▇▇▇ or other derivatives), deposit account control agreements, sale and purchase agreements, repurchase agreements, credit enhancement and intercreditor agreements) and Section 4.26(b) of the Company Disclosure Schedule lists any post-closing events or actions in connection with such Securitization Instruments that, if not satisfied or complied with, would reasonably be expected to have a Material Adverse Effect. The Company has made available true, correct and complete copies of each such Securitization Instrument to Parent (to the extent not otherwise publicly available)Loan Document. (c) All Securitization Instruments (i) are legalWith respect to each Securitization, valid the Borrower and binding obligations and (ii) are in full force and effect and enforceable in accordance with their terms against TFC hereby agree to pay Panmure or the Company and/or its subsidiaries party thereto (except to applicable Affiliate thereof the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws fee relating to or affecting creditors’ rights generally, or, such Securitization as to enforceability, by general principles of equity). The Company and its subsidiaries are in compliance with the terms of each Securitization Instrument (including with respect to any such party’s role as Servicer or performance guarantor). No event, condition or omission has occurred and is continuing that would constitute a breach, violation or default (whether by lapse of time or notice or both), rapid amortization event, funding termination event, cash accumulation event, event of default or servicer event of default (whether by lapse of time or notice or both), in each case, under any Securitization Instrument. The Company has not received any notice or communication in writing from any person asserting (x) any event described set forth in the preceding sentence, or (z) that any provision of a Securitization Instrument is not effective or is not a legally valid, binding and enforceable obligation of any party thereto (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors’ rights generally, or, as to enforceability, by general principles of equity)Engagement Letter. (d) There is no Proceeding pending or, Notwithstanding anything to the knowledge of the Companycontrary contained herein, threatened against the Company nothing set forth in this Section 7.03 is intended to be nor does it constitute ------------ a commitment or obligation by Panmure or any of its subsidiaries Affiliates to act as an underwriter, manager or affiliates placement agent in connection with any offering or sale of securities or to arrange any financing by TFC, the Borrower or any of their respective Affiliates; and no liability or obligation on the part of Panmure or any of its Affiliates to proceed with or participate in an offering of securities or arrangement of financing by TFC, the Borrower or any of their respective Affiliates shall be created or exist unless or until Panmure or any of its Affiliates, as the case may be, has executed and delivered a purchase agreement, placement agency agreement or similar agreement containing Panmure's or such Affiliate's customary provisions (including provisions with respect of any Securitization Transactionto indemnification and contribution) and then only in accordance with the terms and conditions set forth therein.